MAJOR: I have the honor to submit the following report of the part taken by my command in the engagement of the 19th instant:

About 4 o'clock in the morning the pickets of the First Division, posted on Cedar Creek near Cupp's Mill, were suddenly and strongly attacked by a heavy force of infantry. My camp being within hearing of the musketry, I caused " to horse" to be sounded and my command got in readiness to move. The enemy having obtained possession of the ford at Cupp's Mill, seemed content, and for the time made no further disposition except to command the ford with artillery. Soon after daylight Captain Coppinger, aide to the chief of cavalry, informed me of the disaster which had befallen the extreme left of our line; at the same time gave me an order from the chief of cavalry to move, place my command in position on the right of the infantry, and endeavor to check the farther advance of the enemy against our right flank. Executing this order as rapidly as possible, my command was soon ill line of bathe and my artillery playing upon the guns of the enemy, which were posted to the right of the pike and near the crossing of Cedar Creek. I also deployed a portion of my command in order to collect and reform the large number of our infantry, which were now falling back in disorder and without any sufficient or apparent cause. I was successful in accomplishing both of these objects. The enemy, seeing so large a body of troops formed in good order as if ready either to make or receive an attack, did not seem disposed to advance farther in that direction, but contented himself with using his artillery upon exposed columns. While the effect upon our broken masses of infantry was equally gratifying, they rallied and were soon engaged throwing up a breast~work of rails, from behind w hich a good defense could be offered. No sooner had this been accomplished than an order was received from the chief of cavalry to move all my commend except three regiments to the extreme left of our army and, in conjunction with the gallant First Division, arrest the farther progress of the enemy at that point, where he had succeeded in turning our flank and was then driving our line before him with every prospect of obtaining Obsession of the pike leading to Winchester. This division was formed in line of battle, with regiments in column of battalions, to the left of the pike and about three quarters of a mile north of Middletown. Colonel Wells, commanding Second Brigade, had been left with three regiments on the right of our line to give notice of any approach of the enemy from that direction; also to keep a large force of the enemy's cavalry occupied, which were maneuvering on our right flank. The First Division and a portion of the Second Division were formed to the left and in front of the position held by my command. I deployed one regiment as skirmishers and engaged the enemy to the left and rear of Middletown. Peirce's battery, being in a favorable position, became engaged with one of the enemy's batteries, and after a brisk cannonade on both sides compelled the enemy to shift his guns farther to the rear. While in position here my command was exposed to a very destructive fire from the enemy's artillery, the loss in horses being particularly heavy. I am confident that the services of the cavalry on the left flank at this period of the engagement cannot be overestimated. But for the cavalry the enemy would have penetrated to the rear of our army, which at that time was in no condition to receive an attack from any direction. This division was not generally engaged while on the left; the brunt of the fighting was borne by the First Division. About 11 a. m. I was directed to transfer my command again to the right flank and to "take charge of affairs on the right." Acting in obedience to these instructions, I soon had my command in position on the extreme right, and opened communication with Colonel Wells, who had become engaged with a division of the enemy's cavalry under Rosser. There being no connection between the left of the enemy's infantry and Rosser's division of cavalry, I succeeded in moving a portion of my command' the battery included, to a position almost in rear of and overlooking the ground upon which the enemy had massed his command. Being undiscovered, I caused my battery to open suddenly at short range; at the same time charged with about three regiments. The effect was surprising and to none more so than to our enemies' who, being entirely off their guard, were thrown into the utmost confusion by this sudden and unexpected attack. Owing to the wide gap then existing between my left and the right of the Nineteenth Corps' with which I desired to connect, I could not follow up my advantage to the extent I otherwise should. The enemy retire] in the direction of Cupp's Ford, near which point he formed his forces. This enabled me to contract my line and collect my command preparatory to further movements. As it then existed, the general direction of my line of battle was parallel to Cedar Creek, my right resting near the old forge, my left near the ridge Middle road, and connecting with the right of the Nineteenth Corps. About this time a staff officer reached me from the major-general commanding the army informing me that preparations were nearly completed for a general attack along our entire line, and that I was to hold my division in readiness to participate in the attack about to be made. Governing mymovements by those of the Nineteenth Corps, I gradually closed my lines to the left and began massing on the level plain in rear of the ridge which overlooks Cupp's Ford. Before this disposition was completed the mounted skirmishers of the enemy were seen advancing over the ridge. This compelled a deviation from my first, intentions' which were to move parallel to and in conjunction with the Nineteenth Corps. I was compelled, for the time at least, to break my connection with the infantry on my left, in order to direct my efforts against the force of the enemy now approaching on my right. Without waiting until the regiments on the extreme right had closed to the left that portion of the First Brigade which was then available was moved toward the enemy. Peirce's battery was directed to follow, as was also the Second Brigade upon its arrival. The skirmishers of the enemy were easily driven from the ridge in front by the Filth New York, supported by the Second New York and Second Ohio. Between the ridge and Cedar Creek the enemy had one division of his cavalry posted, under Rosser. Colonel Pennington, commanding First Brigade, was directed to attack vigorously with three regiments; at the same time Peirce's battery, from a commanding position, opened a well-directed fire upon the massed squadrons of the enemy and produced the utmost confusion and great wavering in his ranks. Colonel Pennington's charge was completely successful, the enemy being forced back to a position bordering upon Cedar Creek. IIere the latter opened upon us with four guns, but without effect. From the ridge upon which Peirce's battery was posted I could wit. ness the engagement between our and the enemy's line of battle. It was apparent that the wavering in the ranks of the enemy betokened a retreat, and that this retreat might be converted into a rout. For a moment I was undecided. Upon the right I was confident of my ability to drive the enemy's cavalry with which I was then engaged across the creek; upon the left my chances of success were not so sure, but the advantages to be gained, if successful, overwhelmingly greater; I chose the latter. With the exception of three regiments this entire division was wheeled into column and moved to the left at a gallop, Peirce's battery following at a brisk trot. Colonel Pennington, who remained in command of the three regiments just named, was directed to continue his attack Upon the enemy in order to cover the movement of the division. This accomplished, he was to withdraw two regiments, leaving only one to engage the enemy; the two regiments withdrawn t were to follow the division at a gallop. That portion of the enemy in front of Pennington offered but feeble resistance to his last attack and retired to the south bank of Cedar Creek. This left Pennington at liberty to carry out his instructions. When the main body of the division began the movement toward the left the design was to gain possession of the pike in rear of the enemy, and by holding the bridge and , adjacent fords cut off his retreat. Being compelled, however, to advance over an open plain and in full view of the enemy our intentions were fully and immediately comprehended by him. The effect of our movement, although differing from what we anticipated, was instantaneous and decisive. Seeing so large a force of cavalry bearing rapidly down upon an unprotected flank and their line of retreat in danger of being intercepted, the lines of the enemy, already broken, now gave way in the utmost confusion. Realizing the necessity of at once gaining the bridge, the disordered masses of the enemy, now completely panic-stricken, threw away their arms, and in a headlong and disgraceful manner sought safety in ignominious flight. Being separated from the bridge by a much shorter distance than that which separated my division, the enemy succeeded in making his way across with a comparatively small loss in prisoners. The few that were cut off by my advance were secured by the infantry or by the First Division Cavalry, which was now pushing toward the bridge. The enemy had planted two pieces of artillery on a knoll on the south bank of Cedar Creek and attempted to defend the crossing. The rapid pace at which my command had moved had necessarily extended my column, and upon reaching the vicinity of the creek I had but two regiments available—these were the First Vermont and Fifth New York; the remainder of the division was coming up at the gallop. With these two regiments, and hidden from the view of the enemy, I crossed Cedar Creek over a small ford about half a mile above the pike bridge. The enemy still continued to fire from the two guns near the pike until they discovered my crossing at the ford, when, in great haste, the guns were limbered up and withdrawn. Hastily forming the First Vermont and Fifth New York under cover of the high bluff on the south side of the creek, I ordered both regiments to advance upon the ridge. In front was found a strong line of the enemy's infantry, the fire from which, being at short range, proved very destructive. The Fifth New York was moving on the left and near the pike, the First Vermont on a parallel line and to the right. As soon as the nature of the ground was favorable both regiments quickened the gait to a trot, and when within short pistol range of the enemy's line charged simultaneously upon his front and left flank. Hearing the charge sounded through our bugles the enemy only stood long enough to deliver one volley; then, casting away his arms, attempted to escape under cover of the darkness. This was the last attempt the enemy made to offer organized resistance. That which hitherto, on our part, had been a pursuit after a broken and routed army now resolved itself into an exciting chase after a panic-stricken, uncontrollable mob. It was no longer a question to be decided by force of arms, by skill, or by courage; it was simply a question of speed between pursuers and pursued; prisoners were taken by hundreds, entire companies threw down their arms, and appeared glad when summoned to surrender.

From the general abandonment of material by the enemy it was evident that he would not again face his pursuers. The pike soon became, at short intervals, blockaded with wagons, forges, and ambulances, and when upward of one mile from the bridge the advance captured one piece of artillery, the first piece captured by our army on that day. Feeling assured that other and more important captures might be made by a rapid and energetic pursuit, and having detached the various members of my staff to assist in hurrying forward the rear portions of my command, I directed the First Vermont, Lieutenant-Colonel Bennett commanding, and the Fifth New York, Major Krom commanding, both under the control of Colonel Wells, commanding Second Brigade, to continue the advance at a charge, while I halted at this point to receive and direct the other regiments of my division as they should arrive. Owing to the darkness and the necessary delay at the fords, the regiments which I was expecting failed to reach me in time to assist or even overtake the two regiments, which were then far on their way to Strasburg. The result, however, proved that these two noble regiments were more than competent for the duty assigned them. Never, since the beginning of the war, has there been such favorable opportunities for a comparatively small body of troops to acquire distinction as was here preselected. The darkness of the night was intense, and was only relieved here and there by the light of a burning wagon or ambulance, to which the affrighted enemy in his despair had applied the torch. This fact alone, while it disheartened the enemy, increased the ardor and zeal of our troops, who, encouraged by the unparalleled success of their efforts, continued to urge forward their horses at the top of their speed, capturing colors, guns. caissons wagons, ambulances, and immense numbers of prisoners. Among the latter were a great number of officers of all grades, including one major general. The pursuit was not slackened until the advance, composed of parts of both regiments, passing through and beyond Strasburg crossed the bridge over the Shenandoah and had neared the crest of' Fisher's Hill, at which point they completed their immense captures by securing a piece of artillery, which, with the other pieces captured since the pursuit began, made forty-five pieces of artillery taken by the First Vermont and Fifth New York Cavalry.

As another command desires to share the honor of the capture of the forty-five pieces of artillery just referred to, in justice to the soldiers of the Third Division I deem it appropriate to make the following explanation: The capture of the enemy's guns, trains, &c., were effected south of Cedar Creek. One regiment from each brigade of my division crossed Cedar Creek and struck the pike three-quarters of a mile from the bridge before any other troops had effected a crossing. The only line formed by the enemy south of Cedar Creek to resist our advance was formed to the right of and near a piece of woods located on the pike and about three-quarters of a mile from the creek. This I know from a close personal examination. This line of the enemy was composed of infantry, and two pieces of artillery, and was charged by the First Vermont and Fifth New York Cavalry and to show that I am cognizant to the facts as above stated, I will add that I participated in the charge the result of which was the successful breaking up of the enemy's line after he had delivered one volley, and the capture of one piece of artillery, which was the first gun captured south of Cedar Creek. Here I halted in person to await and direct re-enforcements, while the two regiments above mentioned pushed up the pike at a gallop. After waiting at this point several minutes and until the victorious shouts of my advance had passed beyond my hearing the head of a body of cavalry, representing several regiments, reached me. Upon inquiring of the officer commanding the advance squadron, I was informed that it was a portion of General Devin's brigade, of the First Division, which had crossed Cedar Creek at the bridge, and was now pushing rapidly to the front to participate in the pursuit of the enemy. Toencourage them I pointed to the gun which had been taken by my advance regiments, and advised them to push forward, and, if possible, assist that portion of my command already far in the advance. Inspirited by this evidence of success these troops, which had been moving at the " trot," as if uncertain where to move, now took the gallop. This occurred after dark. Detachments of my men soon began returning from the advance, having in charge large numbers of prisoners. To all such as were seen directions were given to take their prisoners across to the north bank of Cedar Creek. Owing to the darkness and the confusion consequent upon a pursuit by night, many of our prisoners would undoubtedly have escaped had it not been for the wise forethought of Brigadier-General Devin, commanding Second Brigade, First Division, who for the time located his headquarters near the pike and on a hill about half a mile north of Cedar Creek, and by the zealous co-operation of his staff and escort succeeded in securing safely most of 'the prisoners which my advance had sent back. My two regiments, which were in advance, continued the pursuit without assistance until all the captures made south of Cedar Creek had been completed All guns taken from the enemy were left standing on the pike, with perhaps a guard to every second or third gun, it being dark and the regimental commanders wisely forbearing to weaken their commands by leaving strong guards. It was owing to this fact that the troops of General Devin's command, arriving on the ground and seeing so many pieces of artillery without guards, volunteered their assistance, which was gratefully accepted on the part of my men. My extreme advance having passed beyond Strasburg and reached Fisher's Hill, where the last gun was taken, were returning when they met General Devin's advance about one mile north of Strasburg posting guards over the captured artillery, wagons, ambulances, &c. Before returning, Colonel Wells, commanding Second Brigade of this division, and who on that occasion commanded the advance, made arrangements for the transfer of' all the captured guns, &c., to the north bank of Cedar Creek.

From the above relation of facts it will readily be seen how the claims of General Devin's command to a share of the captures on that day originated. A division of infantry belonging to the Nineteenth Corps was sent to Strasburg that night to help secure and bring off the captured artillery, wagons, &c.

To General Devin's troops and to this division of infantry the thanks of my command are due for their assistance in bringing off the guns (forty-five in number) captured by my command from the enemy that day.

In closing my report I desire particularly to mention Colonel Wells, First Vermont Cavalry, commanding Second Brigade, and Col. A. C. M. Pennington, Third New Jersey Cavalry, commanding First Brigade. Both these officers distinguished themselves by their personal gallantry and by the successful and skillful manner in which they handled their commands. For their behavior during the engagement, as well as for their corresponding good conduct in the cavalry engagement of the 9th of October, I recommend them for promotion to the rank of brigadier-general U. S. Volunteers.

With pride and gratification your commanding general congratulates you upon your brilliant and glorious achievements of the past few days.On the 9th of the present month you attacked a vastly superior force of the enemy's cavalry, strongly posted with artillery in position, and commanded by that famous " Savior of the Valley, " Rosser. Notwithstanding the enemy's superiority in numbers and position, you drove him twenty miles from the battle-field, capturing his artillery, six pieces in all; also his entire train of wagons and ambulances and a large number of prisoners. Again, during the memorable engagement of the 19th instant, your conduct throughout was sublimely heroic, and without a parallel in the annals of warfare. In the early part of the day, when disaster and defeat seemed to threaten our noble army on all sides, your calm and determined bravery while exposed to a terrible fire from the enemy's guns, added not a little to restore confidence to that part of our army already broken and driven back on the right Afterward rapidly transferred from the right flank to the extreme left; you materially and successfully assisted in defeating the enemy in his attempt to turn the left flank of our army. Again, ordered upon the right flank, you attacked and defeated a division of the enemy's cavalry, driving him in confusion across Cedar Creek. Then, changing your front to the left at a gallop, you charged and turned the left flank of' the enemy's line of battle and pursued his broken and demoralized army a distance of five miles. Night alone put an end to your pursuit. Among the substantial fruits of this great victory you can boast of having captured five battle-flags, a large number of prisoners, including Major-General Ramseur, and forty-five of the forty-eight pieces of artillery taken from the enemy on that day, thus making fif'ty-one pieces of artillery captured within the short space of ten days. This is a record of which you may well he proud—a record won and established by your gallantry anti perseverance. You have surrounded the name of the Third Cavalry Division with a halo of glory as enduring as time. The history of this war, when truthfully written, will contain no brighter page than that upon which is recorded the chivalrous deeds, the glorious triumphs, of the soldiers of this division.

G. A. C USTER,

Brevet Major-General, Commanding Division.

HEADQUARTERS THIRD CAVALRY DIVISION,

November 7, 1864.

Maj. WILLIAM RUSSELL, Jr.,

Assistant Adjutant-General, Cavalry, Middle.Military Division:

MAJOR: In the engagement of thel9th ultimo this division captured from the enemy forty-five pieces of' artillery, a large number of prisoners, &c. In an official communication addressed to Major Farrington, provost-marshal of the cavalry, Middle Military Division, I reported the captured property and material referred to above. This communication was dated on or about the 21st of October, 1861. Since other commands have seen fit to contend the just claims of' this division to the honor of having captured the forty-five pieces of artillery above mentioned, and since cards have been published in some of the most prominent journals of' the country, reflecting in a highly discreditable manner upon portions of this division, as well as upon the division commander. I respectfully, but most earnestly, request that the chief of cavalry will give or enable to be given an official decision regarding the claims of this division to the capture of the guns, wagons, &c., referred to in the beginning of this communication If there exists any doubt in his mind in relation to the facts concerning the captures of' the 19th ultimo, I would suggest the appointment of a board composed of officers who are wholly disinterested regarding the question to be decided, let this board have authority to summon officers as witnesses, to receive the evidence which may be produced. In that way the facts of the case may be arrived at. I inclose a card taken from the New York Daily Times of the 28th. [Inclosure not found] As that is a matter in which every officer and soldier in my command is deeply interested, I trust application will receive a favorable consideration.

I am, major, very respectfully, yours, &c.,

G. A. CUSTER

Brevet Major-General, Commanding Third Division.

HEADQUARTERS THIRD CAVALRY DIVISION,

November 15, 1861.

Maj WILLIAM RUSSELL, Jr.,

Assistant Adjutant-General, Cavalry, Middle Nil. Division:

MILJOR: In compliance with Special Orders, No. 78, from your headquarters, I have the honor to report the following: